Table of Contents
(Ratified: April 8, 2016)
Article I. Bylaws
These Bylaws constitute the operating guidelines of the Stage Managers’ Association. These Bylaws incorporate by reference the complete contents of the Articles of Incorporation of the Stage Managers’ Association as adopted by its membership and filed with the Secretary of State of the State of New York.
Article II. Membership
Section 1: Additional Membership Categories
- The Board of Directors shall have the authority to establish additional membership categories, to set their eligibility requirements, and to determine what benefits and privileges of the Association such categories will enjoy, with the exception of restrictions listed in (b) & (c) below. Acts of the Board of Directors that affect membership categories shall be communicated to the Membership in a timely manner.
- Only Professional Members may cast a vote in any Association ballot or referendum, serve as the chair or voting member of a committee, and/or serve as a member of the Board of Directors.
- No additional membership category shall be granted any benefit or privilege that is not available to a Professional Member of the Association.
Section 2. Application for Membership
- Any person wishing to apply for Membership in the Association shall complete and submit the application available from the Association. Applications may not be considered until such time as the dues appropriate to the category applied for and any fees, if applicable, are paid to the Association.
- The Membership Committee shall review all applications and determine if the applicant meets the eligibility requirements of the membership category applied for. The Membership Committee may accept, reject, or re-classify an application to another category. Should the Committee re-classify an application, membership will become active upon payment of any difference in category dues between the original application and the re-classified category.
- Should an applicant disagree with the determination of the Membership Committee, the applicant may appeal the determination by applying to the Secretaries for a hearing in one (1) of two (2) venues, but not both:
- The applicant may appeal to the Board of Directors and will be heard (or have a written appeal read) at the next regularly scheduled meeting of the Board of Directors. A two-thirds (2/3) majority vote of the Board of Directors shall be required to overrule the determination of the Membership Committee and shall be a final determination for this application without further avenue for appeal.
- The applicant may appeal to the general membership to be heard at the next regularly scheduled Meeting of the membership. The applicant will be heard (or have a written appeal read) at said Meeting. A two-thirds (2/3) majority vote attending said Meeting shall be required to overrule the determination of the Membership Committee and shall be a final determination for the application without further avenue for appeal.
Section 3. Dues
- The Dues payable by each Category of Membership shall be proposed by the Board of Directors after considering the services and benefits offered to each. Said proposal will be submitted to the Membership for a referendum vote, and shall become effective if approved by a majority of the eligible members voting. Said proposal, along with a Statement of Recommendation from the Treasurer of the Association, shall be communicated to the voting Membership prior to the commencement of voting.
- The Board of Directors shall have the authority to set a requirement, and amount, of an initiation fee payable by an applicant to the Association. Such requirement will be established in the Manual of Procedures of the Association.
- The Board of Directors shall have the authority to designate any Professional Member of the Association as a Lifetime Professional Member. Lifetime Professional Members remain Professional Members of the Association, but shall be exempt from any dues or fees for the remainder of their membership in the Association. Such designation shall require a simple majority vote of the Board of Directors.
Section 4. Member Withdrawal and Reinstatement
- Members may request withdrawal from membership in the Association by communicating such to the Secretaries of the Association. Withdrawal shall be effective immediately upon receipt of such communication.
- Former Members may be reinstated to Membership in the Association by communicating such to the Membership Committee of the Association. The Membership Committee shall determine the appropriate current category for reinstatement and communicate to the Former Member such Dues that are applicable for reinstatement. Said dues shall not exceed a one year membership, in said category, in the Association.
- Members that who fail to pay their dues in a timely manner shall not be not be considered to be Withdrawn, and will be considered Lapsed Members. Lapsed Members will be reinstated to good standing, in the same category as when they lapsed, upon payment of dues.
Section 5. Member Notices & Voting
- All notices and communications to Members of the Association shall be sent by electronic communication to the latest electronic address furnished by the Member to the Association.
- Any notification of Disciplinary Action shall be by sent by electronic communication and written notice which shall be served upon the Member by certified United States Postal Mail directed to the Member’s address as it appears on the books or records of the Association. Any such notice shall be sent at least fourteen (14) days before appropriate disciplinary action shall be voted upon. Said notice shall state disciplinary action contemplated by the Board of Directors together with its reasons, and shall list all rights of defense, response and appeal available to the Member.All general membership voting on matters of concern to the Association, including, but not limited to, elections and referendums, shall take place via secure web-based voting, unless otherwise specified in these Bylaws or the Articles of Incorporation. The Board of Directors shall select a provider of secure web-based voting, provided that no Director or Officer has any Conflict of Interest with the provider selected.
- All voting, with the exception of the Annual Election described in Article IV, shall be governed by rules established in the Manual of Procedures and shall be overseen and managed by the Governance Committee.
Section 6. Right to Vote
- Professional (and Lifetime) Members shall have the right to vote in elections and at Membership and Committee Meetings of the Association. Each Professional Member of the Association shall have the right to one vote, by secure web-based voting, in person or by proxy, subject to reasonable regulations governing the manner of voting by proxy as set forth in these Bylaws and the Manual of Procedures of the Association. Voting by proxy shall be prohibited for any vote or referendum taking place via secure web-based voting.
Section 7. Suspension
- When any Member violates any provision of the Articles of Incorporation, Bylaws, or Manual of Procedures of the Association, the Board of Directors may, at its discretion, suspend said Member from the privilege of Membership, provided, however, that such action may only be taken by vote of two-thirds (2/3) of the full membership of the Board of Directors.
- Any Member of the Association determined to be in Conflict-of-Interest, as shall be defined in the Manual of Procedures, shall be suspended from Membership. The Membership Committee may determine that a re-classification of Membership Category will remove the conflict, and may offer re-classification, instead of suspension, to the Member so determined to be in Conflict-of-Interest.
- Members may be suspended from Membership for non-payment of dues. , subject to a grace period as determined in the Manual of Procedures. Such Members may be restored to Membership upon payment of all dues owed. subject to a grace period as determined Procedures for suspension and restoration shall be included in the Manual of Procedures.
Section 8. Appeal
- From any disciplinary action inflicted under this Article, the Member disciplined may appeal to the Membership of the Association, which shall determine the appeal by a majority vote of the Professional Members present in person at a Special Meeting duly called for such purpose, if such a meeting attains a Quorum.
Article III. Government
Section 1. Board of Directors
- The governing body of this Association shall be known as the Board of Directors and shall consist of:
- Corporate Officers as defined Chair, Chair Elect (odd years), Vice Chair, Corresponding Secretary, Recording Secretary, Treasurer.
- Editor in Chief, an appointed voting position that advises the board and works directly with the Association’s webmaster and Digital Operations Committee.
- Director of Education: an appointed voting position that advises the board and works directly with the Association’s Education Committee, programs and working groups and brings information, development and new programming to the board for their consideration.
- Six (6) Directors-at-Large
- Four (4) Regional Directors, from the Eastern, Central, Western and New York Metro regions of the United States (these regions shall be defined using the geographical regions of Actors’ Equity Association as a guideline), New York Metro being defined by zip code. The Board has provided for these positions to be shared by two individuals by election or appointment by mutual consent.
- One or two of the individuals who last served as Chairs not otherwise serving on the Board of Directors. First past chair in odd years and two past chairs in even years.
- Only Professional members of the Association, who have been Professional members prior to January 1 of the election year and are in Good Standing (dues current) at the time of the election, may serve as members of the Board of Directors. Directors and Officers must maintain their Professional Membership during their tenure or face disciplinary action at the option of the Board, up to, and including, expulsion from the Board and Association.
- The Chair shall be the Chief Executive Officer of the Association, shall preside at all Membership Meetings (unless unavailable), and shall perform such other duties as the Board of Directors may from time to time determine.
- The Chair Elect is a one year position wherein the person elected may participate in and observe all aspects of the Governance of the Association and may assume such duties as the Chair may assign to them from time to time.
- The Board of Directors shall adopt Job Descriptions and Responsibilities for all Officers and Directors, as appropriate. Such documents shall be incorporated into the Manual of Procedures of the Association.
- The Board of Directors shall be responsible for authorizing all disbursements; no disbursements shall be made without authorization of the Board of Directors. Disbursements shall be made by the Treasurer, or a person or persons designated by the Treasurer, in a manner approved by the Board of Directors. Board of Directors approval of a budget shall be deemed authorization for any and all disbursements that fall within the parameters of such a budget.
- Should the Treasurer of the Association feel that any authorized disbursement would endanger the well-being of the Association, the Board of Directors shall be compelled into session to discuss the matter within one (1) week of the Treasurer communicating said concerns to the Chair of the Association.
- The Board of Directors on its own initiative shall have the power to take any action necessary and render any decision necessary to carry out fully and adequately all provisions contained in the Bylaws and Articles of Incorporation of this Association. In order to effect such action the Board of Directors shall have the right to represent and act for any Member or Members and/or to appoint representatives to act for any Member or Members on its behalf and to take such further action as it may deem necessary.
- The Board of Directors may, by its own action, submit any proposal at any time to the general Membership for referendum vote. A referendum vote shall override all other determinations on a particular matter, whether such determinations are made by the Board of Directors, its Officers, or the Membership at a Membership Meeting.
Section 2. Director Terms, Vacancies & Removal
- Corporate Officers shall have terms of office of two (2) years. The Chair, and Corresponding Secretary shall expire in even numbered years and the Vice-Chair, Recording Secretary and Treasurer shall expire in odd numbered years. The chair elect is a one year position that is followed by a two year term as Chair of the board.
- The six (6) Directors-at-Large shall serve for terms of three (3) years with 2 seats expiring every year.
- The current Director-at-Large terms shall continue following the adoption of these Bylaws. This sub-paragraph will expire two (2) years following the first election after adoption of these Bylaws.
- The Regional Directors shall serve for terms of three (3) years that will expire concurrently.
- Two past chairs shall serve until their term expires. When a chair-elect or a chair is replaced in the new term, the current chair shall become First Past Chair, the former First Past Chair shall become Second Past Chair. When a new Chair-elect is selected by the membership, the Second Past Chair’s term expires as the chair elect takes office.
- A vacancy on the Board of Directors, other than the Chair or Past Chairs of the Association, shall be filled by appointment of the Board of Directors. If the term of the vacancy expires after the next General Election, ratification of their appointment shall be submitted for confirmation as a separate line item on the Ballot of the next General Election.
- In the event of a vacancy in the office of Chair, the 1st Vice-Chair shall assume the office of Chair and shall serve until the next Annual Election. The Chair position in the next Annual Election shall have a term that shall expire in the next even-numbered year (as per Article III, Section 2(a)).
- Past Chair positions may not be appointed and shall remain vacant until filled by a new change of Chairs by election.
- Removal of a Member of the Board of Directors
- The Board of Directors shall have the power to establish reasonable rules and regulations by which it may impeach and remove from office Members of the Board of Directors. Such rules and regulations shall be included in the Manual of Procedures for the Association.
- The Membership, by petition signed by thirty-percent (30%) of Professional Members in good standing (as verified by the Secretaries of the Association), to the Secretaries or Chair of the Association, may require that a Member of the Board of Directors be impeached. Such impeachment shall compel the Board of Directors to hold a referendum vote within fourteen (14) days of the said petition’s validation by the Secretaries, no later than thirty (30) days following its delivery. A majority of eligible Professional Members shall be required to remove the impeached Director.
- Notification shall be sent to the offending Member of the Board of Directors upon their impeachment.
Section 3. Meetings & Quorum
- The Board of Directors shall meet at least quarterly at such place and time as the Board of Directors may designate. Such meetings may take place by electronic communication.
- A quorum of the Board of Directors shall consist of half the current size of the Board of Directors, plus one (1) and must include a presiding officer as defined in these Bylaws.
- Proxies may be used to establish a quorum at Board of Directors meetings of the Association, and may be voted on matters included in the Notice/Agenda of meeting, and/or on matters raised at the meeting, or according to directions contained within the proxy. Proxies shall be communicated to the presiding Officer of the meeting prior to the start of the meeting for recording in the minutes.
- The Chair shall designate a Vice-Chair to act as Chair pro-tempore to preside at Board of Directors meetings and/or membership meetings where the Chair cannot preside. Should the Chair be unavailable or unable to designate a Chair Pro-Tempore, a majority of the Board of Directors, or Professional Members (in the case of a membership meeting), present may make such designation. There shall be a “line of succession” included in the Manual of Procedures of the Association to determine a presiding officer in the case where a Chair or Vice-Chair is unavailable or would present a conflict of interest by presiding.
Section 4. Committees
- The Board of Directors shall provide oversight and operating parameters for the following standing committees:
- Membership Committee
- Governance Committee
- Education Committee
- Financial Oversight Committee
- Awards and Resolutions Recognition Committee
- Digital Operations Committee
- Elections & Nominating Committee
- The Board of Directors shall appoint a Committee Chair for each Committee of the Association. Said Chairs need not be Directors of the Association. Each committee Chair’s appointment shall be reviewed and re-affirmed at the first meeting of the Board of Directors following the assumption of office of new members after the annual general election.
- The Board of Directors may, at its option, form ad-hoc committees to deal with particular topics or issues.
- The operating parameters for all committees, standing or ad-hoc, shall be part of the Manual of Procedures of the Association. Any committee that exceeds its operating parameters or mandate shall be subject to disciplinary action at the discretion of the Board.
- Committee chairs may be removed at the discretion of the Board, or as otherwise defined in the Manual of Procedures of the Association.
Article IV. Elections
- Nominations for Corporate Officers and Members of the Board of Directors of this Association shall be made in April of each year no later than 45 days prior to the date of the Annual Meeting.
- Nominations shall be made by:
- The standing Elections & Nominating Committee.
- By any five (5) Professional Members of the Association, provided that such nominations are made in writing, signed by said Members, and delivered to the Secretaries of the Association not later than 45 days before the date of the Annual Meeting.
- No person shall accept nomination for more than one seat (of any type) on the Board of Directors.
- No Person who is not a Professional Member in Good Standing as of January 1 of the election year shall be permitted to be nominated for a seat on the Board of Directors.
- Any Director whose term is not expiring and that stands for election to a different position on the Board of Directors shall have their old seat ruled vacant should they prevail in the election. Should said Director fail to win a different seat, they shall continue in their current seat until their term expires.
- On the third Monday in April a ballot and voting instructions shall be communicated to all Professional Members of the Association listing all nominations for Officers and Members of the Board of Directors. Said voting instructions shall include a candidate statement from each nominee of a length to be determined by the Elections & Nominating Committee.
- Balloting shall close as of the end of the third Monday in May.
- The Elections & Nominating Committee shall make alternate arrangements for any Professional Member wishing to cast their ballot who is unable to use the Secure Web-Based Voting system.
- The Elections & Nominating Committee shall certify the results of the Election not more than seven (7) days following the close of Balloting. Election results shall be communicated to the Secretaries of the Association immediately following their certification by the Committee.
- Secretaries of the Association shall communicate the certified election results to the Board of Directors, members on the ballot, and the Membership as a whole, within seven (7) days of receiving said results.
- Officers and Members of the Board of Directors shall be elected according to the following rules:
- The nominee for each Officer or Director position that receives the greatest number of votes shall be elected. If there is more than one (1) seat open for any Director position, the nominees with the highest vote totals shall be elected.
- In the event of a tie for any seat on the Board of Directors, the Board of Directors shall be compelled into special session prior to the Annual Meeting. A majority vote of the full Board of Directors shall decide the outcome. Any Officer or Director involved in such a tie shall recuse themselves from such a special session.
- Any Member involved in such a tie shall not lobby or otherwise attempt to influence the vote of any Director for the tiebreaking vote.
- Newly elected Officers and Members of the Board of Directors shall take office on July 1 of the same year. Officers of the Association shall work with their successor to ensure an orderly transfer of duties to newly elected Officers of the Association.
Article V. Membership Meetings
Section 1. Annual Meeting
- The Annual Meeting of the Members of the Association shall be held in the Borough of Manhattan, City and State of New York, at such date, time, and place as the Board of Directors may designate, said date to be within the calendar month of June in each year.
Section 2. Special Meetings
- Special Meetings of the Association shall be called by the Secretaries at the direction of the Board of Directors, due to a provision of the Articles of Incorporation, Bylaws, or Manual of Procedures, or upon the written request of thirty-five (35) Professional Members. The notice of a Special Meeting shall state the purposes thereof and no other business shall be transacted at the Meeting.
Section 3. Notice of Meetings
- Notice of the time and place of Annual and Special Meetings of the Membership shall be communicated to each Member of the Association per Article II Section 5 of these Bylaws. Notice of the Annual Meeting shall be sent at least twenty (20) days before the date thereof; notice of a Special Meeting shall be sent at least ten (10) days before the date thereof.
Section 4. General Membership Meetings
- There shall be General Membership Meetings of the Association scheduled at intervals as determined by the Board of Directors. Whenever possible, teleconferencing will be made available to members who cannot attend in person, especially members living and/or working outside the Metropolitan New York area. These Meetings shall contain a report to the membership, by the presiding officer, of any Board of Directors actions since the previous General Membership Meeting. Minutes of these meetings shall be available in the content section of the website in a timely manner after such meeting is held, posted by the secretary following certification by the Board of Directors.
Section 5. Quorum
- At all Meetings of the Association, if the number of Professional Members present in person or by teleconference amounts to fifteen percent (15%) of all Professional Members of the Association, this shall constitute a quorum.
- In the event that the threshold in Paragraph a of this section is not attained, proxies may be used to establish a quorum. If the number of Professional Members present in person or by teleconference, in addition to proxies held by said members, amounts to twenty-five percent (25%) of all Professional Members of the Association, this shall constitute a quorum. Proxies may be voted on matters included in the Notice/Agenda of meeting, and/or on matters raised at the meeting, or according to directions contained within the proxy. Proxies shall be announced at the beginning of the meeting and shall be communicated to, and validated by, the presiding officer of the meeting prior to the start of the meeting.
- In the absence of a quorum, the Meeting may be continued at the discretion of the presiding officer, but no official business of the Association shall be transacted other than reporting required by these Bylaws, the Articles of Incorporation or the Manual of Procedures.
Article VI. General Clauses
- If any portion of these Bylaws shall be, or be held to be, illegal under New York State Law or United States Statute, such portion shall be deemed to be separable from the other portion of the Bylaws and shall not affect same.
Article VII. Rules of Order
- The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern this Association in all cases to which they are applicable and in which they are not in conflict with these Bylaws, or the Articles of Incorporation of the Association.
Article VIII. Liability and Indemnification of Directors and Officers
Section 1. Indemnification
- Any person made or threatened to be made a party to any action or proceeding, other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such person, such person’s testator or intestate, was a director or officer of this Association, shall be indemnified by this Association to the full extent permitted by law against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person, such person’s testator or intestate as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith, for a purpose which such person reasonably believed to be the best interests of the Association and in criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful.
- Any person made or threatened to be made a party to any action or proceeding by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such 10 a person, such person’s testator or intestate, is or was a director or officer of this Association, shall be indemnified by this Association to the full extent permitted by law against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person, such person’s testator or intestate in connection with the defense of such action or proceeding, or in connection with any appeal therein, if such director or officer acted in good faith, for a purpose which such person reasonably believed to be the best interests of the Association except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Association, unless and only to the extent that a court determines that such person is fairly and reasonably entitled to indemnity.
- Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Association in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount in case such director or officer receiving such advancement or allowance is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Association or allowed by the court exceed the indemnification to which such director or officer is entitled.
- The right of indemnification provided in this Article VIII shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled as provided in the Certificate of Incorporation or as provided by (1) a resolution of the Board or (2) an agreement providing for such indemnification, it being expressly intended that these bylaws authorize the creation of other rights in any such manner.
Section 2. Insurance
- The Board shall have the power to purchase and maintain insurance:
- to indemnify the Association for any obligation which it incurs as a result of the indemnification of its directors and officers under the provisions of this Article VIII;
- to indemnify directors and officers in instances in which they may be indemnified by the Association; and
- to indemnify in instances in which they may not otherwise be indemnified by the Association under the provisions of this Article VIII, provided the contract of insurance covering such directors and officers provides, to the extent required by law, for a retention amount and for co-insurance.
- REPEAL OR MODIFICATION. No repeal or modification of this Article VIII, including, without limitation, any repeal or modification of this Article VIII occurring upon the merger, consolidation, or dissolution of the Association, shall adversely affect, repeal, or modify any right of indemnification for any act or omission which occurred or is alleged to have occurred while such right of indemnification was in place.
Article IX. Financial Management
Section 1. Books and Accounts
- The books and accounts of the Corporation shall be kept under the direction of the Treasurer in accordance with generally accepted accounting practices.
Section 2. Auditing and Reporting
- Within thirty (30) days of the close of each financial quarter, the Treasurer shall provide a statement of financial health, and appropriate supporting documents, to the Financial Oversight Committee. Such statement shall be certified by the committee and be presented to the Board of Directors at their next general meeting.
- At the close of each fiscal year, the books and records of the Corporation shall be subject to financial review in accordance with generally accepted accounting practices, and the Financial Oversight Committee shall direct the Chair and Treasurer to present a full and correct statement of the affairs of the Association at the annual meeting of the members and filed with the Secretary and other agencies as legally required.
- The Board of Directors by its own action, or by request of the Financial Oversight Committee, may order a full and complete audit of the Association by an Outside Auditor at any time. Said Audit would be begun with all due haste and would not be subject to review or delay under Article III Section 1(6).
Article X. Manual of Procedures
- The Board of Directors shall adopt a Manual of Procedures of the Association which shall provide rules and regulations for the day-to-day operation of the Association and any special provisions as called for in these Bylaws.
- The Manual of Procedures may be changed, amended, or replaced by a two-thirds (2/3) majority vote of the Board of Directors.
Article XI. Bylaw Revisions
- Proposed revisions to the Bylaws of the Association may be presented to the Board of Directors for action by a majority vote of the Governance Committee.
- The Board of Directors shall submit any such proposed revisions to the Bylaws to the membership for referendum vote upon two-thirds (2/3) approval by the Board of Directors.
- Revisions may also be submitted to the membership for referendum vote by petition of fifteen percent (15%) of Professional Members in good standing, in writing, addressed to the Secretaries of the Association.
- Any such revisions shall be submitted to the Membership for referendum vote along with a statement of regarding the revisions from the Board or Petition, as appropriate.
- The standing Governance Committee shall establish rules for, and execute, any referendum as directed in this Article. Members shall have no less than seven (7) days, and no more than thirty (30) days, in which to cast their vote.
- Revisions to the Bylaws shall become effective if approved by at least two-thirds (2/3) of eligible members voting in such a referendum.
- These Bylaws may only be fully repealed in conjunction with the Articles of Incorporation or Dissolution of the Association.